Andrew Flintoff and Ian Bell's contrasting half-centuries helped England post 296 for seven in the third NatWest Series match against South Africa at The Oval.
England, put in on a cloudy day, responded with a quickfire century opening stand between Bell (73) and Matt Prior in the match they need to win to open up a series-clinching 3-0 lead.
But on a fast and true pitch, the hosts then lost their way until Flintoff (78 not out) got his head down for his second consecutive ODI half-century.
The highlight of England's flying start was an over from the wayward Makhaya Ntini that contained two no-balls, a wide and 17 runs - including 10 off the free hits by Prior.
After only one run off the first two overs, England had 50 on the board in less than eight - and the hundred was up immediately after the second powerplay.
Bell was dominating the strike and the scoring, hitting 10 fours and a straight six from the crease off Ntini in his 36-ball 50.
He lost Prior, though, when the wicketkeeper's mis-pull at Albie Morkel somehow resulted in a looped catch to cover. The momentum remained intact until Bell went lbw on the front foot to an off-break from Johan Botha.
It was when Jacques Kallis brought himself on that England hit most trouble, number three Owais Shah bowled off an inside-edge pushing forward at the South Africa captain's first delivery before skipper Kevin Pietersen was dismissed lbw for five.
Flintoff combined well with Paul Collingwood until the latter was dismissed by Botha, who found a little extra bounce and the chance was snaffled by Mark Boucher down the leg-side.
But Flintoff was well supported by Samit Patel (31) and Luke Wright (17) as England scored a satisfying 78 from the final 10 overs.